UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 15552 / November 5, 1997
SECURITIES AND EXCHANGE COMMISSION v. VLADISLAV STEVEN ZUBKIS, et al., 97
Civ. 8086, U.S.D.C., S.D.N.Y.
The Securities and Exchange Commission ("Commission") today announced
the filing of a Complaint in the United States District Court for the
Southern District of New York alleging numerous violations of the federal
securities laws. The Complaint alleges that Vladislav Steven Zubkis
("Zubkis") masterminded a wide-ranging fraudulent scheme to illegally raise
money from more than 1,100 investors located throughout the United States.
Zubkis's scheme involved a public corporation, Stella Bella Corporation,
USA, now known as International Brands, Inc. ("SBAM"), and Z 3 Capital
Corporation ("Z3"). Zubkis directed SBAM as well as Z3, another
corporation he controlled, to issue unregistered securities, and Zubkis
then had these securities sold to investors throughout the United States
through registered and unregistered broker-dealers that employed fraudulent
sales practices. Over 1,100 investors ultimately purchased SBAM and Z3
securities, generating over $10 million in proceeds.
Named as defendants were:
* VLADISLAV STEVEN ZUBKIS, 37, a resident of Bonita, California.
At all relevant times, Zubkis controlled SBAM's capital raising
efforts, and directed all of SBAM's stock issuances. Zubkis was
also the chairman of the board of directors, sole officer, and
majority shareholder of Z3.
* STELLA BELLA CORPORATION, USA, N/K/A INTERNATIONAL BRANDS, INC.,
a publicly traded corporation based in San Diego, California.
SBAM manufactures and sells wholesale and retail gourmet coffee
and other products.
* Z 3 CAPITAL CORPORATION, a corporation that purportedly acquired
and managed business enterprises through wholly owned
subsidiaries, and that operated an unregistered broker through
which SBAM and Z3 securities were sold to investors.
* MARK SCIALDONE, 24, a resident of San Diego, California, who,
until the summer of 1995, was the chairman of the board of
directors and president of SBAM.
The Complaint alleges as follows:
From approximately June 1993 to May 1996, Zubkis directed the issuance
of millions of SBAM shares that were then sold to the public through a
registered broker-dealer and through an unregistered broker Zubkis
controlled. Zubkis established this unregistered broker through Z3. Zubkis
also directed Z3 to issue over 2,000 securities known as "Triple Crown
Units" that were also sold to the investing public through the unregistered
broker as well as a registered broker-dealer. Zubkis paid salespersons at
Z3's unregistered broker commissions as high as 50% to induce these
salespersons to sell the SBAM and Z3 securities to their retail customers.
In addition, Zubkis directed these salespersons to use a variety of
fraudulent sales practices to persuade customers to purchase these
securities. For example, investors were told that SBAM was about to merge
with a prominent company, when, in fact, no such merger was ever
contemplated. These salespersons also made baseless stock price
predictions. Moreover, Z3 and Zubkis also disseminated information to
investors that falsely stated that proceeds received from the sales of Z3
securities would be used for business purposes when, in fact, Zubkis used a
portion of the proceeds for his own personal purposes. Zubkis also used
portions of the proceeds to pay salespersons at the registered and
unregistered broker-dealers, and to finance SBAM's retail operations.
Finally, while the SBAM securities were being offered and sold, SBAM
and Scialdone, SBAM's president, disseminated to investors materially false
and misleading information concerning SBAM's financial condition and the
extent of its retail operation. Specifically, SBAM disseminated materially
false and misleading information that predicted substantial growth in
SBAM's profits, sales, and revenues when no factual basis existed to
predict such growth. SBAM also disseminated information that grossly
exaggerated the number of retail outlets for SBAM's coffee. The Complaint
alleges that Zubkis and Z3 violated Sections 5(a), 5(c), and 17(a) of the
Securities Act of 1933 ("Securities Act") and Sections 10(b), 15(a), and
15(c)(1) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules
10b-5, 15c1-2, 15c1-5, and 15c1-6 promulgated thereunder. The Complaint
also alleges that SBAM violated Sections 5(a) and 5(c) of the Securities
Act, and that both SBAM and Scialdone violated Section 10(b) of the
Exchange Act and Rule 10b-5 promulgated thereunder.
In January 1997, the New York State Attorney General's Office filed an
enforcement action and obtained a restraining order barring SBAM and Z3
from selling securities within or from the State of New York. This
injunction currently remains in effect. The defendants have been held in
criminal contempt by a Justice of the New York Supreme Court for violating
the court's order to produce documents. The Commission wishes to
acknowledge the assistance of the New York State Attorney General's Office
in the Commission's action against Zubkis, SBAM, Z3, and Scialdone.
======END OF PAGE 2======